(c) without prejudice to Lessee's continued right to contest any
 Claim, no Indemnitee shall be prevented by this Clause 10.3
 from settling or paying any Claim immediately if such
 Indemnitee is required by applicable law to do so but such
 Indemnitee shall pay over to Lessee any amount paid by Lessee
 by way of indemnity in respect of such settlement or payment
 which is later refunded to such Indemnitee if (i) Lessee
 agrees that it was liable for such claim under this Clause 10
 and (ii) Lessee establishes that it would have been successful
 in respect of such contest and (iii) no Default has occurred
 and is continuing, and if a Default shall have occurred and be
 continuing the same shall be retained by Lessor until such
 Default (and any other Default) shall have been cured then
 promptly paid to Lessee to the extent not applied in
 satisfaction of Lessee's obligations in respect of any
 Default; and

 Lessor shall be entitled, upon consultation with and prior written
 notice to Lessee, to terminate Lessee's participation in the defense
 of a Claim where an act or omission of Lessee indicates that the
 interests of any Indemnitee have a reasonable likelihood of being
 materially adversely prejudiced by Lessee's continued participation
 in the defense of such Claim.

 10.4 SUBROGRATION:

 Upon payment in full to an Indemnitee of any demand for
 indemnification under this Agreement, Lessee will be subrogated to
 any rights and remedies of such Indemnitee in respect of the Loss in
 respect of which such payment has been made (a "Subrogated Claim")
 and without warranty as to the enforceability of such rights, and
 subject to the following provisions: